Continuing with a course layout from the end of race 1, the Rolex Farr 40 fleet got away with a clear start just after 13:00.

After 25 minutes and 2.2 nautical mile work, the first around the top mark was Massimo Mezzaroma and Antonio Sodo Migliori's Nerone, followed by Fred & Steve Howe's Warpath and Ernesto Bertarelli's Alinghi. In forth place was Takashi Okura's Sled followed by Martin & Lisa Hill's Estate Master, Rod Jabin's Ramrod and William Douglass' Goombay Smash.

After a spinnaker run down to the leeward gate, the first 6 had remained within the first 6 places but all their positions within the group had altered.

For the next work up to the top mark on a leg that was reduced to 1.8 miles, Fred & Steve Howe's Warpath took the lead and held onto it until the finish. Following Warpath to the top mark were Nerone, Sled, Alinghi, and Ramrod.

As Warpath was nearing the windward mark for the second time, the wind had slightly eased causing the fleet to spread out and Alinghi had taken second place from Nerone. Sled had also dropped back a place by the top mark and lost another during the spinnaker run to the finish to Estate Master.

Second over the finishing line was Alinghi followed by Nerone, Estate Master and Sled. Ramrod, Barking Mad, Goombay Smash, Mean Machine and Plenty in that order crossed the finishing line after sled

After 2 races, Alinghi lead the series with 8 points, just a point ahead of Warpath and Ramrod equal second 9 points, then Plenty with 11 points and both Nerone and Mean Machine with 13 points each.